Jason Reeves
About Jason C. Reeves
Jason C. Reeves has served as an independent director of Integrated Rail and Resources Acquisition Corp. since November 2022. He brings 25+ years in management, commercial negotiations, logistics, operations, supply chain, and business development across the energy/midstream sector; he holds a B.S. in Business Management from The Citadel and served in the U.S. Army (101st Airborne). He also serves on the boards of several local charities (not named in filings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Getka | Senior position (executive) | Jan 2021 – Dec 2021 | Midstream operations and commercial leadership |
| Tallgrass Energy | Senior position (executive) | May 2015 – Aug 2020 | Led high-performing teams in midstream |
| Crestwood Midstream | Senior position (executive) | Jan 2010 – Jan 2015 | Midstream leadership and BD |
| Other midstream companies | Various leadership roles | Not disclosed | Industry leader in midstream |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unnamed local charities | Board member | Not disclosed | Service referenced; entities not named in filings |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Reeves meets independence standards for committee service under Exchange Act Rule 10A‑3(b)(1) (as stated for audit committee members) . |
| Committees | Audit Committee (Member; Chair: Brian M. Feldott) ; Compensation Committee (Member; Chair: Brian M. Feldott) ; Nominating & Corporate Governance Committee (Member; Chair: Brian M. Feldott) . |
| Attendance | In 2023, the Board held 4 meetings; Audit Committee held 4; Compensation Committee acted by written consent once; each Board member attended 100% of meetings of the Board and their committees . |
| Family relationships/legal proceedings | No family relationships among officers/directors; no Item 401(f) legal proceedings disclosures in last 10 years . |
| Committee charters | Charters adopted and on file (Audit, Compensation, Nominating & Corporate Governance) . |
Fixed Compensation
| Director | Year | Cash Retainer | Meeting Fees | Committee Chair Fees | Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|---|
| Jason C. Reeves | 2023 | — | — | — | $0 | $0 |
- Policy: Prior to a business combination, no compensation (cash or equity) is paid to directors/officers; the Company pays the Sponsor $10,000 per month for office space, utilities, and administrative support during the combination period .
- Sponsor grant: In Dec 2022, Reeves received from the Sponsor an interest corresponding to 25,000 Class B “founder” shares for board service; the interest had no value at grant date (grant by Sponsor, not by the Company) .
Performance Compensation
| Component | Details |
|---|---|
| Performance-based metrics in director pay | None disclosed; Company policy is no director/officer compensation prior to a business combination, so no incentive metrics, options, or RSU/PSU programs for directors in the period covered . |
Equity Ownership
| As-of Date (Record) | Beneficial Shares (Reeves) | % of Class | Notes |
|---|---|---|---|
| Apr 22, 2025 | — | — | Footnote: each listed director (incl. Reeves) holds an indirect interest in the Sponsor . |
| Aug 26, 2025 | — | — | Footnote: each listed director (incl. Reeves) holds an indirect interest in the Sponsor . |
Context on capital structure and control during 2025 extension votes:
- As of Aug 26, 2025: 5,792,100 shares outstanding; Public Shares 25,572; Sponsor 4,234,840; Anchor Investors 1,515,160 .
- Insiders (Sponsor/officers/directors) held ~73.32% and anchor investors ~26.23% (excluding any public shares held by anchors) and indicated they would vote FOR extension/adjournment proposals .
Related-Party Interests and Potential Conflicts
- Sponsor/insider holdings would become worthless if no business combination by Sept 15, 2025 (or later if extended); Sponsor paid $25,000 for its Class A shares and $9,400,000 for private placement warrants; aggregate market values cited as of Sept 5, 2025; directors have waived redemption rights on their shares .
- The Company pays the Sponsor $10,000/month for office space, utilities, and admin support; payment continues while extensions remain in effect .
- Sponsor, directors, officers, advisors, or affiliates may purchase Public Shares or warrants in private/open-market transactions before/after a business combination, subject to law; such purchases may include agreements to direct voting or forego redemption, and would be reported under Sections 13/16 as applicable .
- Audit Committee is responsible for reviewing/approving related-party transactions under Item 404 .
RED FLAGS
- Extremely high insider/sponsor control and minimal public float at extension record date (25,572 Public Shares vs. 5.79M outstanding), concentrating voting power and reducing public shareholder influence .
- Structural incentive to complete “any” deal (founder/sponsor securities and warrants become worthless if no deal) may misalign with public holders seeking deal quality .
- Ongoing $10k/month payments to Sponsor during extensions represent related-party cash flows .
- Ability for insiders/Sponsor to acquire Public Shares and influence votes/redemptions heightens governance risk perceptions during deal/extension processes .
Other Directorships & Interlocks
- Compensation Committee Interlocks and Insider Participation: None (as disclosed) .
- No other public-company directorships for Reeves were disclosed in the Company filings reviewed; filings do not name external public boards for Reeves .
Expertise & Qualifications
- Domain expertise: energy/midstream operations, logistics, supply chain, BD, and commercial negotiations .
- Leadership: Led high-performing teams and business units across the energy spectrum .
- Education/service: B.S. Business Management (The Citadel); U.S. Army 101st Airborne veteran .
Governance Assessment
-
Strengths
- Independent director serving on all three key committees (Audit; Compensation; Nominating & Governance), supporting board oversight breadth .
- 100% meeting attendance in 2023 for all directors, with robust committee meeting cadence (Board 4; Audit 4; Comp actions 1) .
- Audit Committee charter includes review/approval of related-party transactions and oversight of auditor independence .
-
Concerns/Monitoring Items
- Sponsor-controlled capital structure and insider/anchor voting blocs drove extension outcomes; public float extremely thin at record dates, elevating governance and transaction-quality risk .
- Economic incentives tied to consummating a transaction (sponsor/insider shares and 9.4M warrants otherwise worthless) can bias decision-making toward completion over quality .
- Ongoing related-party administrative fee to the Sponsor during extensions .
- No direct IRRX share ownership disclosed for Reeves as of 2025 record dates (only indirect Sponsor interest), limiting direct “skin-in-the-game” alignment with public shareholders .
-
Bottom Line
- Reeves brings relevant midstream/operations expertise and consistent engagement/attendance. However, SPAC-specific structural conflicts (sponsor control, founder/economic incentives, administrative fees, and share-purchase authority) dominate governance risk considerations; investors should scrutinize any proposed business combination for deal quality, fairness, and mitigation of sponsor-alignment risks .